Common use of Notice and Cure Clause in Contracts

Notice and Cure. Each of Parent and the Company will notify the other promptly in writing after obtaining knowledge of, and contemporaneously will provide the other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreement.

Notice and Cure. Each of Parent Harsco and the Company will notify the other promptly in writing after obtaining knowledge of, and contemporaneously will provide the other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent Harsco or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent Harsco or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent Harsco and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent Harsco or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreement.63

Notice and Cure. Each From and after the date of Parent and this Agreement until the Company Closing, Transferor will notify the other Acquiror promptly in writing after obtaining knowledge of, and contemporaneously will provide the other Acquiror with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closingcure, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, Transferor under this Agreement to be breached or breached, that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, Transferor contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each circumstance or would cause any condition set forth in Article XI to fail to be satisfied as of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice Notice given pursuant to this Section 8.03 that relates to facts existing or circumstances occurring prior to the date of this Agreement shall not cure or otherwise have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained hereinherein nor shall such notice in any way limit Acquiror’s right to seek indemnity under Article XIV. Notwithstanding the foregoing provisions, the delivery of any notice Notice given pursuant to this paragraph Section 8.03 with respect to matters first occurring after the date of this Agreement shall not constitute an acknowledgment cure or admission otherwise have any effect on any representations, warranties, covenants, or agreements for purposes of a determining whether the conditions of Section 11.02(c) have been satisfied or whether Acquiror has the right to terminate this Agreement pursuant to Section 13.01, but shall cure the related breach of any representation or warranty for all other purposes under this Agreement.

Notice and Cure. Each of Parent and the Company will notify the other promptly in writing after obtaining knowledge of, and contemporaneously will provide the other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable best efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreement.

Notice and Cure. Each From and after the date of Parent and this Agreement until the Company Closing, Acquiror will notify the other Transferor promptly in writing after obtaining knowledge of, and contemporaneously will provide the other Transferor with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closingcure, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, Acquiror under this Agreement to be breached or breached, that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, Acquiror contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each circumstance or would cause any condition set forth in Article XI to fail to be satisfied as of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice Notice given pursuant to this Section 9.02 which relates to facts existing or circumstances occurring prior to the date of this Agreement shall not cure or otherwise have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained hereinherein nor shall such notice in any way limit Transferor’s right to seek indemnity under Article XIV. Notwithstanding the foregoing provisions, the delivery of any notice Notice given pursuant to this paragraph Section 9.02 with respect to matters first occurring after the date of this Agreement shall not constitute an acknowledgment cure or admission otherwise have any effect on any representations, warranties, covenants, or agreements for purposes of a determining whether the conditions of Section 11.03(b) have been satisfied, but shall cure the related breach of any representation or warranty for all other purposes under this Agreement.

Notice and Cure. Each of Parent and the Company Subscriber will notify the other Company promptly in writing after obtaining knowledge of, and contemporaneously will provide the other Company with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the First, Second or Third Closing, as the case may be, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, such Subscriber under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, such Subscriber contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and the Company Subscriber also will notify the Company and other Subscribers promptly in writing of, and will use all commercially reasonable efforts to cure, before the First, Second or Third Closing, as the case may be, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, such Subscriber in this Agreement, whether occurring or arising prior tobefore, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding herein or shall in any way limit the foregoing provisions, the delivery of Company’s right to seek any notice pursuant to this paragraph shall not constitute an acknowledgment remedy available at law or admission of a breach of this Agreementin equity.

Notice and Cure. Each of Seller and Parent and the Company will notify the other Purchaser promptly in writing after obtaining knowledge of, and contemporaneously will provide the other Purchaser with true and complete copies of any and all access to reasonably detailed information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that that, prior to the termination of any survival period applicable to the covenant, agreement, representation, or warranty set forth in this Agreement, causes or will cause any covenant or agreement of Seller or Parent or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller or Parent or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Seller and Parent and the Company also will notify the other Purchaser promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Seller or Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior tobefore, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of herein or shall in any notice pursuant way limit Purchaser's right to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreementseek indemnity under Article IX.

Notice and Cure. Each of Parent and During the Pre-Closing Period, the Company and Sellers will notify the other promptly Buyer in writing (where appropriate and only with respect to matters occurring after obtaining knowledge the date hereof, through updates to the Disclosure Schedules) of, and contemporaneously will provide Buyer with and upload to the other with true Data Room true, correct and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring circumstance, that existed or occurred on, prior to or after the date of this Agreement Agreement, as soon as practicable after it becomes known to the Company or any Seller, that causes or will cause any representation, warranty, covenant or agreement of Parent or the Company, as the case may be, Company and/or Sellers under this Agreement to be breached or breached, that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, Company and/or Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and , or that make the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach timely satisfaction of any representation, warranty, covenant condition to Closing impossible or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreementunlikely. No notice (or updates to Disclosure Schedules) given pursuant to this Section 4.7 shall have any effect on the representations, warranties, covenants warranties or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisionscondition, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of whether a breach or default has occurred, or the termination or indemnification rights of the parties provided by this AgreementAgreement or otherwise.

Notice and Cure. Each of Parent CI Group and the Services Company will shall notify the other Purchaser promptly in writing after obtaining knowledge of, and contemporaneously will shall provide the other Purchaser with true and complete copies of any and all information or documents relating to, and will shall use all commercially reasonable its best efforts to cure before the ClosingClosing or the Closing Date, as the case may be, any event, transaction or circumstance occurring after the date of this Agreement that causes or will shall cause any covenant or agreement of Parent CI Group or the Company, as the case may be, Services Company under this Agreement to be breached or that renders or will shall render untrue any representation or warranty of Parent CI Group or the Company, as the case may be, Services Company contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent CI Group and the Services Company also will shall notify the other Purchaser promptly in writing of, and will shall use all commercially reasonable its best efforts to cure, before the ClosingClosing or the Closing Date, as the case may be, any violation or breach of any representation, warranty, covenant or agreement made by Parent CI Group or the Company, as the case may be, Services Company in this Agreement, whether occurring or arising prior tobefore, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of herein or shall in any notice pursuant way limit Purchaser's right to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreementseek indemnity under Article IX.

Notice and Cure. Each of Parent and the Company Warrantor will notify the other Investors promptly (but in no event later than three days of its getting knowledge)in writing after obtaining knowledge of, and contemporaneously will provide the other Investors with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable best efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, any Group Member under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, any Group Member contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance, or any litigation pending or threatened, or any other event, including potential liabilities to the Company, which will cause Material Adverse Effect. Each of Parent and the The Company also will notify the other Investors promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, any Group Member in this Agreement, whether occurring or arising prior tobefore, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding For the foregoing provisionsavoidance of doubt, nothing in this section shall prejudice the delivery rights and remedies of each of the Investors under this Agreement and nothing shall constitute a waiver of any notice pursuant claim which the Investors are entitled to this paragraph shall not constitute an acknowledgment or admission of a breach of under this Agreement.

Notice and Cure. Each of Parent Parent, on the one hand, and the Company Members and the Company, on the other hand, will notify the other promptly in writing after obtaining knowledge of, and contemporaneously will provide the other other(s) with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent Parent, the Members or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent Parent, the Members or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent Parent, on the one hand, and the Company Members and the Company, on the other hand, will also will notify the other other(s) promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent Parent, the Members or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice given pursuant to this Section 4.7 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding anything to the foregoing provisions, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of a breach of contrary contained in this Agreement, nothing in this Agreement shall require Parent or any of its Affiliates to divest or hold separate, or to agree to any material conditions or restrictions with respect to the operation of, any business, division or operating unit of Parent or any of its Affiliates or the operation of the business of the Company and the Company Subsidiaries following the Closing.

Notice and Cure. Each of Parent and the Company will notify the other promptly in writing after obtaining knowledge of, and contemporaneously will provide the other with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein. Notwithstanding the foregoing provisions, the delivery of any notice pursuant to this paragraph shall not constitute an acknowledgment or admission of a breach of this Agreement.

Notice and Cure. Each From and after the date of Parent and this Agreement until the Company Closing, Sellers will notify the other Purchaser promptly in writing after obtaining knowledge of, and contemporaneously will provide the other Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closingcure, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, Sellers under this Agreement to be breached or that renders or will render untrue any representation or warranty of Parent or the Company, as the case may be, Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each of Parent and the Company also will notify the other promptly in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach of any representation, warranty, covenant or agreement made by Parent or the Company, as the case may be, in this Agreement, whether occurring or arising prior to, on or after the date of this Agreement. No notice Notice given pursuant to this Section 5.03 which relates to facts existing or circumstances occurring prior to the date of this Agreement shall not cure or otherwise have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained hereinherein nor shall such notice in any way limit Purchaser’s right to seek indemnity under Article XI. Notwithstanding the foregoing provisions, the delivery of any notice Notice given pursuant to this paragraph Section 5.03 with respect to matters first occurring after the date of this Agreement shall not constitute an acknowledgment cure or admission otherwise have any effect on any representations, warranties, covenants, or agreements for purposes of a determining whether the conditions of Section 8.02(b) have been satisfied, but shall cure the related breach of any representation or warranty for all other purposes under this Agreement.